Lucid Motors USA, Inc. entered into a letter of intent to acquire Churchill Capital Corp IV (NYSE:CCIV) from Churchill Sponsor IV LLC, Richard Hofman, Michael Klein and others for $11.8 billion in a reverse merger transaction on January 23, 2021. Lucid Motors USA, Inc. entered into an agreement and plan of merger to acquire Churchill Capital Corp IV (NYSE:CCIV) from Churchill Sponsor IV LLC, Richard Hofman, Michael Klein and others in a reverse merger transaction on February 22, 2021. Upon completion, Lucid shareholders will hold an ownership interest of 73.5%, Churchill Sponsor will hold an ownership interest of 3.2%, Churchill's public stockholders (other than the PIPE Investors) will retain an ownership interest of 12.9% and PIPE Investors are expected to hold an ownership interest of 10.4% of the combined company. The transaction includes a $2.5 billion fully committed, common stock PIPE with a unique investor lock-up provision that runs until the later of (i) September 1, 2021, and (ii) the date the PIPE shares are registered. Upon completion, Churchill will change its name to Lucid Group, Inc. and Churchill's Class A common stock and warrants will begin trading on the NYSE under the symbols “LCID” and “LCID.WS” respectively.

Peter Rawlinson will serve as Chief Executive Officer and Chief Technology Officer, Eric Bach will serve as Senior Vice President, Product and Chief Engineer, Michael Bell will serve as Senior Vice President, Digital and Michael Smuts will serve as Vice President, Finance of the combined company. Churchill's leadership team and group of operating partners will actively facilitate key introductions and relationships and provide product, design, and industry insights. As of June 25, 2021, Lucid's proposed public company board of directors, which is expected to be effective as of the closing of the transaction and which is expected to be majority independent, comprises nine directors namely: Andrew Liveris, Peter Rawlinson, Turqi Alnowaiser, Glenn R. August, Nancy Gioia, Frank Lindenberg, Nichelle Maynard-Elliott, Tony Posawatz and Janet S. Wong.

The transaction is subject to approval by Churchill stockholders representing a majority of the outstanding Churchill voting power and Lucid shareholder approval, Churchill having available cash at closing of at least $2.8 billion (including the $2.5 billion of committed PIPE proceeds), Churchill having at least $5,000,001 of net tangible assets, shares of Churchill's common stock being listed on the New York Stock Exchange or other stock exchange mutually agreed between Churchill and Lucid, the registration statement becoming effective, the expiration of the HSR Act waiting period and other customary closing conditions. The Board of Directors of Churchill and the special transaction committee of the Board of Directors of Lucid have unanimously approved the proposed transaction. The Churchill Board unanimously recommends that its stockholders vote “FOR” the business combination proposal. The majority shareholder of Lucid has entered into a Voting and Support Agreement to vote in favor of the transaction. Expiration or termination of the applicable waiting period under the HSR Act occurred on April 7, 2021. As of June 25, 2021, the Registration Statement has been declared effective. as of July 23, 2021, the shareholders of Churchill approved the transaction. The transaction is expected to close in second quarter of 2021. As of June 25, 2021, the transaction is expected to close on July 23, 2021.

Lee Hochbaum, Veronica M. Wissel, William A. Curran, Frank J. Azzopardi, Derek Dostal and Emily Roberts of Davis Polk & Wardwell LLP acted as legal advisor for Lucid. Michael J. Aiello, Joe Pari, Devon Bodoh, Paul Wessel, Adé Heyliger, Michael Epstein, Olivia Greer, Dennis Adams, Annemargaret Connolly, Michael Naughton, David Herman, Jannelle Seales, and Matthew Gilroy of Weil, Gotshal & Manges LLP acted as legal advisor for Churchill. Citi acted as financial advisor for Lucid. BofA Securities, Inc. acted as financial advisor for Churchill. Guggenheim Securities, LLC acted as financial advisor and fairness opinion provider for Churchill. BofA Securities and Citi are serving as co-placement agents and Guggenheim Securities is serving as capital markets advisor to Churchill on the PIPE. MacKenzie Partners, Inc. acted as the proxy solicitor and Continental Stock Transfer & Trust Company acted as the transfer agent. Churchill will pay that MacKenzie Partners, Inc. a fee of $0.02 million plus disbursements. Churchill agreed to pay the service provider a fee of $6 million is payable upon the consummation of the transaction.